Purchase Agreement

Premium Hospitality Event Rental Agreement

Last Updated: May 17, 2021

This Premium Hospitality Event Rental Agreement (“Agreement”), is by and between the party (“Customer”) identified in the order summary (“Order Summary”) attached hereto and Milwaukee Bucks, LLC, a Wisconsin limited liability company (“TeamCo”), acting solely as servicer and marketing agent for, and on behalf of, Deer District LLC, a Delaware limited liability company (“ArenaCo”) that is an affiliate of TeamCo and has constructed and developed an arena (the “Arena”) located in downtown Milwaukee, Wisconsin that serves as the home venue of the National Basketball Association (“NBA”) franchise known as the Milwaukee Bucks (“Bucks”) and hosts other sports, recreational, and entertainment activities (collectively, TeamCo and ArenaCo shall be designated as the “Licensor”). The Agreement, the Order Summary, and any invoices related thereto are herein collectively referred to as “this Agreement.”

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

  1. Grant of License. Subject to the terms and conditions herein, Licensor hereby grants to Customer and Customer’s employees, agents, guests, invitees or any other person admitted by Licensor to the Rental Space (the “Customer Parties”), the right and license to use and occupy the Rental Space for the Event(s) (defined below), each described in the Order Form during the Term (defined below). “Tickets” means admission ticket(s) to the Arena, which grant Customer access to the seat(s) in the Rental Space listed on the Order Form.
    1. In the event Customer is offered, either prior to or after execution of this Agreement, by Licensor the opportunity to purchase additional standing room only ticket(s) for the Rental Space, then Customer shall pay such amounts, as determined by Licensor in its sole discretion, to Licensor immediately upon receipt of invoice if such amount is not included in the Total listed on the Order Form. Any such standing room only ticket(s) and the use thereof by Customer and/or the Customer Parties shall be subject to the terms and conditions of this Agreement.
  2. Term. The term of this Agreement (the “Term”) shall commence on the last date of signature in the Purchase Agreement Acceptance section and shall terminate upon conclusion of the last applicable Event described in the Order Summary.
  3. Fee. In consideration for Licensor’s grant of the license to use and occupy the Rental Space as provided in Section 1, the parties agree Licensor is authorized to process payment for the Customer on the credit card provided by Customer and on the date(s) described in the Order Form. Customer agrees to “Automatic Initial Payment Authorization” (“APA”) thereby authorizing Licensor to charge the credit card(s) listed to pay the amount listed on the date(s) listed on the Order Form. The card(s) must have a valid expiration date for the duration of the APA process. All sales are final and non-refundable upon execution of this Agreement. If an Event is cancelled or postponed for any reason, Licensor shall either (a) apply Customer’s payment towards the use of a suite/club for another event occurring at the Arena during the next twelve (12) months following the Event’s cancellation or postponement, (b) grant Customer the right and license to use and occupy the Rental Space for the Event on its rescheduled date, subject to availability and as determined by Licensor in its sole discretion, or (c) with respect to an Event that occurs during the NBA Playoffs only, on a priority basis but subject to availability, the right and license to use and occupy the Rental Space for one (1) Bucks home playoff game, as determined by Licensor, during a subsequent playoff round following the Event during the then-current NBA Playoffs, if applicable, as determined by Licensor. Licensor reserves the right to assess a service charge of $15.00 on all declined transactions. If a credit card declines for any reason, Customer agrees Customer will be responsible for paying any remaining balance as well as any declined transaction fee. In the event that the number of fans permitted in attendance at the Arena for the Event(s) is adjusted, whether increased or decreased, due to governmental or NBA imposed limitations on spectators in the Arena after the date of execution of this Agreement, as determined by Licensor, Licensor will automatically make an equitable adjustment to the Total listed on the Order Form, based on the percentage of fans allowed to attend any such Event(s) at the Arena and the number of Tickets included in your Rental Space. In addition, Licensor will automatically adjust the number of Tickets associated with the use and occupancy of the Rental Space.
    1. As part of the Total listed on the Order Form, Customer shall be entitled to a credit on file with TeamCo in an amount as described herein to be used as a deposit toward the purchase of a license to use and occupy a rental space for a Special Event (defined below), subject to availability and as mutually agreed upon by the parties, to be used by Customer on or before June 30, 2022 (“Special Event Deposit”). If the Rental Space listed on the Order Form is a loft or loge table, then the amount of Customer’s Special Event Deposit shall be Five Hundred Dollars ($500.00), and if the Rental Space listed on the Order Form is a suite or club lounge, then the amount of Customer’s Special Event Deposit shall be One Thousand Dollars ($1,000.00). Customer is responsible for all charges above and beyond the Special Event Deposit for the license to use and occupy a rental space for a Special Event. If Customer’s Special Event Deposit is not used toward a Special Event on or before June 30, 2022, then Customer agrees that Customer forfeits the Special Event Deposit and TeamCo shall remove the Special Event Deposit from Customer’s account. “Special Event” shall mean any concert, show or special event to which tickets of admission are offered for sale by TeamCo and/or Deer District to the general public (e.g., concerts, national touring events, family shows and other exhibitions); provided, however, if any such event includes multiple shows on the same day or over the course of multiple days, Customer shall receive only one (1) show as determined by TeamCo in its sole discretion, and the other show(s) on such day(s) will be excluded. A Special Event shall not include: (i) any pre-season, regular season or post-season Bucks or NBA games; (ii) any collegiate or high school sporting event or festivity related thereto, including, but not limited to, any NCAA (defined below) or NCAA conference (i.e., Big East Conference) tournament games, other NCAA or NCAA conference events and festivities related thereto; (iii) any Marquette (defined below) exhibition, pre-season or regular season game and any end-of-season tournament games in which Marquette participates (e.g., the National Invitation Tournament, the Big East Tournament and/or the NCAA Tournament); (iv) any NBA (or NHL (defined below), if applicable) All-Star game or event, including any of the festivities constituting a part of the NBA (or NHL, if applicable) “All Star Weekend”; (v) any other NBA (or NHL, if applicable) league-operated event (e.g., the NBA or NHL Draft); (vi) any Olympic or Olympic-sanctioned events; (vii) any games of any sports team other than the Bucks and Marquette that plays all or substantially all of its home games at the Arena, as determined by TeamCo in its sole discretion; (viii) any events hosted or organized by the WCD (defined below) or any other governmental, municipal, or quasi-governmental entity; and (ix) any other private or non-ticketed events as determined by TeamCo in its sole discretion, including, without limitation, graduations, religious meetings, trade shows, award shows, conventions and benefits or charity performances, and any other events for which tickets are distributed or sold to attendees (including the general public), or use of the Tickets is controlled by an entity other than TeamCo or Deer District.
  4. Acknowledgments of Parties Regarding Use of the Rental Space for the Event(s). The parties acknowledge and agree:
    1. Upon execution of this Agreement, Licensor shall deliver, or cause to be delivered, the Tickets (in paper or electronic form) for the Event(s), to Customer, at the email address Customer provided in the Order Form, reasonably in advance of the Event(s). If Customer wishes to have its tickets shipped, shipping charges will apply. Parking Passes, if any, shall be delivered to Customer concurrent with delivery of the tickets as provided herein. Tickets purchased for an Event(s) occurring less than seven (7) business days prior to such Event will be sent electronically (at no additional cost) to the email address listed in the Order Form. Right of access by Customer to the Rental Space during any Event shall be solely by presentation of tickets upon entering the Arena for such Event. Customer shall limit the number of Customer Parties in the Rental Space in accordance with Section 5(c). Upon such right of access to any Event, Customer Parties shall have use of the Rental Space for the period immediately before each Event when the Arena is open to the general public and for up to forty-five (45) minutes after the conclusion of such Event. Licensor, in its sole discretion, reserves the right to request Customer Parties to vacate the Rental Space immediately following the Event, as Licensor deems appropriate. Upon the expiration of the Term or any earlier termination of this Agreement, Customer shall vacate and return the Rental Space to Licensor clean and without damage, reasonable wear and tear excepted.
    2. Customer shall be entitled to obtain the services of one or more solely dedicated service attendants, at Customer’s option and additional expense, to be present during an Event, to exclusively serve Customer and Customer Parties. Customer’s credit card listed in the Order Summary will be charged by Licensor (or its designee) for the services rendered by such attendant(s) at prevailing wage rates in effect from time to time.
    3. Licensor makes no representations, agreements or warranties regarding the number or content of the Event(s), and cancellation of any scheduled Event(s), or failure to hold any particular Event(s) at the Arena, shall not constitute a breach of this Agreement by Licensor or create any rights in Customer or any liabilities of Licensor, unless otherwise stated herein. There are no refunds, exchanges or cancellations for Tickets to games that are played or Events that are performed.
    4. The sale or resale of any of Customer’s Tickets by unauthorized means or in violation of state or federal law is prohibited and violation of this policy may result in the cancellation or revocation of unused or unissued Tickets. Licensor reserves the right to cancel or revoke Tickets where, in Licensor’s sole discretion, the purchase of such Tickets is for the primary purpose and intent of reselling tickets on the secondary market. In addition, the Tickets may not be used for advertising, promotion (including contests or sweepstakes), or other trade purposes without Licensor’s express prior written consent. In no event shall Customer re-sell any Tickets for a price that is above the amount permitted under then applicable local, state, and/or federal law.
    5. TeamCo retains the right to reconfigure the seating of the Arena at any time in its sole discretion. TeamCo reserves the right to re-number the seats and/or change the location of the seats or the Rental Space, including the location of the Tickets, if there is a design or physical alteration to the Arena that requires a change in the seating manifest, or for any other reason and as determined by TeamCo in its sole discretion, including due to an order by a local governmental authority or NBA Rules; provided, that any such change of location (i) is reasonably comparable, (ii) remains within the area designated for seating, and (iii) would not otherwise require any increase in the Total. Notwithstanding the foregoing, at any time, but no sooner than fourteen (14) days prior to the Event(s), Licensor may change the location of the Rental Space for the Event(s), as determined by Licensor in its sole discretion.
  5. Representations, Warranties and Additional Covenants of Customer.
    1. Customer has the full right and legal authority to enter into and fully perform its obligations under this Agreement in accordance with its terms.
    2. Customer shall not bring or consume any food or beverage into the Rental Space from outside the Arena. Customer must purchase food and beverage only from the Arena or such concessionaire designated by Licensor to service the Rental Space. Access to the Rental Space catering area and the food and beverages supplied there will be limited to only Rental Space ticket holders. Subject to the terms and conditions herein, Customer’s license to use and occupy the Rental Space may include certain catering options in an amount equal to the amount set forth on the Order Form per each ticket provided as part of the Rental Space as set forth on the Order Form (“Included Catering Amount”). If Customer has an Included Catering Amount, then Customer shall be able to select the specific food and beverage from a select number of curated menus from the Arena’s concessionaire and any food and beverage orders above the Included Catering Amount shall be at Customer’s sole cost and expense. For all food and beverage not included for the Event(s), Customer shall promptly pay all bills for food and beverages furnished or sold, and for all services rendered to Customer in connection with its use of the Rental Space. Customer shall provide Licensor with current credit card information to be maintained on file by Licensor. If Customer desires to charge food and beverage purchases, charges must be paid via credit card. If charges remain unpaid after thirty (30) days’ time, Customer’s credit card will be charged therefor and Licensor reserves the right to suspend charge privileges until payment is received. Any attempt by Customer to provide food, beverages, or to transfer passes to the Rental Space catering area to any party who is not an authorized Rental Space ticket holder is against Licensor Rules (defined below) and will be subject to discipline including, but not limited to, revocation of food and beverage permissions, ejection from the Arena, or termination of this Agreement. Any alcohol provided is subject to all applicable laws, rules, and regulations to the Customer. If applicable and in accordance with the terms of the Order Form, “all inclusive” food and beverages provided to Customer will not be unlimited and will be provided in reasonable amounts, in Licensor’s sole discretion. Licensor retains the right to limit Customer to a limited number of beverages (including alcoholic beverages) during any Event at Licensor’s sole discretion.
    3. Customer shall allow Licensor the right to control reasonable access to the Rental Space for the protection of Customer Parties. In addition, Customer shall limit the number of Customer Parties in the Rental Space at any given time to the number of seats within the Rental Space obtained by Customer for the applicable Event as may be permitted under the Order Summary.
    4. Customer shall maintain, and shall cause all other Customer Parties to maintain, proper decorum while using the Rental Space and shall not attach or display any signs, advertisements or notices in or around the Rental Space without Licensor’s prior written approval. Customer shall not make any additions or alterations in the interior or exterior of the Rental Space, or attach anything to, or hang anything in or outside, the Rental Space, without Licensor’s prior written consent.
    5. Customer shall comply with Licensor Rules for the admission of other Customer Parties, distribution of tickets or passes, transport between the suites/clubs and other normal operations relating to Customer’s use of the Rental Space, as communicated to Customer from time to time.
    6. Customer shall, and shall cause all other Customer Parties to, comply with all applicable governmental laws and orders, and with all Licensor rules, regulations and policies (and any concessionaire designated by Licensor) (“Licensor Rules”) relating to the Rental Space’s use and occupancy, including, without limitation, capacity restrictions, social distancing protocols, the prohibition of the use of movie cameras, videotaping equipment or audio recording equipment by any Customer Parties. Customer acknowledges and agrees, on behalf of itself and other Customer Parties, (i) any such use may result in the ejection from the Arena of any person using such prohibited equipment and the confiscation of the recorded tape or exposed film; and (ii) all Licensor Rules shall be effective upon delivery to Customer. Customer shall also be responsible for compliance with all of the provisions of the Americans with Disabilities Act (“ADA”) with respect to the use and occupancy of the Rental Space by Customer and all other Customer Parties. Customer shall obey, and shall cause all other Customer Parties to obey, all state and local laws, rules and regulations governing the sale, possession, and consumption of alcoholic beverages while Customer and any other Customer Parties are in the Rental Space or are otherwise within the Arena or on its grounds.
    7. Unless approved in advance by Licensor in writing, Customer shall not use any Tickets for any Event(s) at the Arena for advertising, promotion (including contests and/or sweepstakes) or any other commercial or trade purposes.
    8. Customer shall not sell to the public, offer or agree to sell to the public, or permit any public sale of, whether voluntary or involuntary, any Tickets issued to Customer pursuant to this Agreement without the prior written approval of Licensor, which may be withheld or granted in Licensor’s sole discretion. Customer acknowledges and agrees any breach by Customer of the foregoing covenant set forth in this Section 5.h will constitute a material breach of Customer’s obligations hereunder, and in such event, Licensor shall have the right to terminate this Agreement as provided in Section 8.b below.
    9. Licensor hereby agrees at no time will the condition of the Arena adversely impact the quality of the authorized Rental Space, nor impair its use. In the event that, during the Event, there are HVAC, plumbing or fire alarm malfunctions, air quality issues (e.g., foul odors), inoperable equipment or similar occurrences Customer in good faith determines are having, or have had, an adverse effect on the Event, Customer shall provide the Licensor with notice of the same promptly after making such determination. Licensor shall then promptly use its reasonable efforts to resolve the issue to the reasonable satisfaction of Customer. Other than those expressly set forth herein, Licensor represents and warrants its subcontractors shall comply with the terms and conditions herein. Licensor is and will remain primarily liable for all services performed by, any and all acts and omissions of, and any and all breaches of this Agreement by its subcontractors. Licensor represents and warrants to Customer: (a) Licensor or Licensor’s management company is in good standing in the state of its incorporation and is qualified to do business and is in good standing as a foreign corporation in each state in which it does business; and (b) Licensor has all permits, licenses, regulatory approvals and registrations required to render the Event contemplated by this Agreement, including, without limitation, registration with the appropriate taxing authorities for remittance of taxes. In addition, Licensor covenants and agrees it will comply with all applicable laws and regulations in providing the Event and retains the right to adjust the capacity restrictions, including the corresponding number of Tickets, in the Rental Space in order to comply with such laws and regulations. If applicable, Licensor will comply with all applicable public accommodation requirements of the ADA. Specifically, and without limitation, Licensor will, if applicable: (i) ensure the “readily achievable” removal of physical barriers to access in Rental Spaces and common areas (including restaurants and rest rooms); (ii) provide auxiliary aids and services where necessary to ensure no disabled individual is treated unfairly by Licensor or its representatives (e.g., Braille room-service menus, interpreter at check-in desk); and (iii) modify the Licensor’s policies, practices and procedures applicable to all guests and/or groups as necessary to provide goods and services to disabled individuals. Customer will attempt to identify in advance any accommodation needs of disabled Customer Parties and will notify Licensor of such needs for accommodation promptly after they are identified. Licensor will notify Customer of every request for accommodation which Licensor may receive otherwise than through Customer to facilitate identification by Customer of its own accommodation obligations.
  6. Right of Entry. Licensor and their respective employees and agents shall have the right to enter the Rental Space at any and all times for the performance of the duties required to be performed by Licensor, hereunder and for any and all purposes related thereto.
  7. Damage or Destruction of Rental Space. Customer shall reimburse Licensor for any destruction of, or damage to, the Rental Space or for any loss or destruction of, or damage to, any of Licensor’s property, caused by Customer or any other Customer Parties. Customer agrees to pay to Licensor any bill(s) for such reimbursement, within thirty (30) days of Customer’s receipt thereof. Notwithstanding the foregoing, Customer shall not be responsible to reimburse Licensor
  8. Licensor’s Termination Rights.
    1. In the event Customer breaches any of the material terms or conditions herein, or any of Customer’s representations, warranties and covenants set forth herein, and, except as provided in Section 8.b below, such breach continues for a period of more than ten (10) days after written notice from Licensor to Customer to cure, then Licensor shall have the right, in addition to any other rights or remedies provided hereunder or by law or equity, to terminate this Agreement and Customer shall be responsible for all remaining fees through the end of the Term, payable in full immediately upon notice by Licensor.
    2. In the event of any breach by Customer of the covenant set forth in Section 5.h above, Licensor shall have the right, in addition to any other rights or remedies provided hereunder or by law, to terminate this Agreement immediately and without prior notice to Customer.
    3. Termination of this Agreement for any reason provided herein shall not relieve Customer from liabilities accrued through the date of such termination.
  9. No Liability for Damage or Theft to Customer Property; Release. Customer, on behalf of itself and all other Customer Parties, hereby (a) acknowledges and agrees Licensor shall not be responsible or liable for any damage, theft or any other loss or disappearance from the Rental Space or from the Arena of any property of Customer or any of the Customer Parties, and (b) waives, releases and forever discharges Licensor, the Wisconsin Center District, the NBA, Fiserv, Inc., and Arena concessionaires, and each of their respective officers, managers, members, partners, affiliates, agents and employees (collectively, the “Licensor Released Parties”) from and against any and all claims, costs, damages, liabilities, obligations, expenses and fees (including reasonable attorneys’ and experts’ fees and costs), whatsoever, direct or indirect, which may arise in connection with any damage, theft or any other loss or disappearance from the Rental Space or from the Arena of any property of Customer or any other Customer Parties. For avoidance of doubt, Customer shall in no event be liable for any damage, theft, or any other loss or disappearance from the Rental Space of any property caused by Licensor’s employees.
  10. Indemnification. Customer, at Customer’s sole cost and expense, shall indemnify, defend (with counsel of Licensor’s choice), and hold harmless the Licensor Released Parties from and against any and all claims, costs, damages, liabilities, obligations, expenses, and fees (including reasonable attorneys’ and experts’ fees and costs), caused by: (a) any breach by Customer of any of its representations, warranties, covenants, or obligations under this Agreement; (b) any act, omission, neglect, or wrongdoing of any of the Customer Parties; or (c) any taxes levied by any governmental authority by virtue of this Agreement.
  11. Limitation of Liability. THE MAXIMUM LIABILITY OF THE LICENSOR RELEASED PARTIES UNDER THIS AGREEMENT SHALL BE LIMITED TO THE TOTAL AMOUNT PAID BY CUSTOMER FOR THE EVENT(S). In no event shall the Licensor Released Parties be liable or responsible for any lost income, lost profits, or consequential damages of Customer, Customer Parties, or any person or entity. TeamCo shall not be liable or responsible for any loss, damage, injury (including, without limitation, permanent disability and death), or virus and disease contraction (including, without limitation, severe acute respiratory syndrome coronavirus (SARS-CoV-2), which is also known as COVID-19 (“COVID-19”), as well as any mutation, adaptation or variation thereof) to any person or to any property of Customer or Customer Parties, resulting from any cause whatsoever, including, but not limited to, theft or vandalism, except to the extent such loss, damage, or injury is due to the intentional or reckless acts committed by TeamCo; provided, however, that in no event shall TeamCo be responsible for any theft or loss of a patron’s personal property under any circumstances. Customer shall indemnify, defend, and hold harmless TeamCo, ArenaCo, Wisconsin Center District, Fiserv, Inc., their respective affiliates and each of their respective owners, officers, directors, employees, and agents (collectively, the “Indemnified Entities”), from and against all claims, demands, liabilities, losses, damages, costs and expenses, including, without limitation, reasonable attorneys’ fees and expenses, arising from Customer or Customer Parties’ use of the Tickets, or the negligent acts or omissions of Customer and/or Customer Parties. In no event shall any of the Indemnified Entities be liable for consequential or indirect damages.
  12. Use of Image. Customer and Customer Parties grant permission to Licensor and the NBA (and its designees and agents) to utilize Customer’s and Customer Parties’ image, likeness, actions, and statements and any live or recorded audio, video, or photographic display or other transmission, exhibition, publication, or reproduction made of or at an Event in any medium or context for any purpose, including commercial or promotional purposes, without further authorization or compensation, including, but not limited to, any rights created or recognized by §995.5, Wisconsin Statutes.
  13. Assumption of Risk. Customer and Customer Parties voluntarily and expressly assume all risk and danger of personal injury or illness (including, without limitation, permanent disability and death), virus and disease contraction (including, without limitation, COVID-19, as well as any mutation, adaptation or variation thereof), and all hazards arising from, or related in any way to, the Event(s) (including, but not limited to, injuries caused by players, fans, basketballs, or other objects) whether occurring prior to, during, or after the Event(s), howsoever caused and whether by negligence, including, but not limited to, negligence of TeamCo or otherwise, and accept personal responsibility for the damages following such injury, permanent disability, virus or disease contraction or death. I fully understand that (i) no precautions, including the protocols implemented from time to time by TeamCo, its affiliated entities and/or third parties (including, but not limited to, federal and state governmental agencies and local health authorities) can eliminate the risk of exposure to COVID-19, (ii) people of all ages and health conditions can be and have been adversely affected by COVID-19 according to public health authorities and (a) people with certain underlying medical conditions are or may be especially vulnerable and (b) the risk of severe illness from the contraction of COVID-19 increases steadily with age, and contracting COVID-19 can result in the further transmission of COVID-19 to my spouse, family members and other contract, and (iii) exposure to COVID-19 can result in being subject to quarantine requirements, illness, disability, other short-term and long-term health effects, and/or death, regardless of age or health condition. Customer and Customer Parties agree neither Licensor, the NBA, or their respective affiliates, employees, agents, or owners shall be liable for any injuries from such causes.
  14. Assignment.
    1. By Customer. Customer shall have no right to assign this Agreement or any of Customer’s rights under this Agreement or to sublicense the Rental Space or any portion thereof (including any seats in the Rental Space) without the prior written consent of Licensor, which consent may be granted or withheld in Licensor’s sole discretion. Any such assignment or sublicense by Customer for which Customer does not obtain Licensor’s prior written consent as provided herein shall be void and of no effect. No permitted assignment or sublicense shall relieve Customer of its obligations under this Agreement, whether occurring before or after such assignment or sublicense, and no acceptance by Licensor of payment from any other person will be deemed to be a release by Licensor of any liability Customer may have hereunder. Customer acknowledges and agrees Customer shall remain fully responsible for all actions of the permitted assignee or sublicensee, the distribution of Tickets to such assignee or sublicensee, and all obligations otherwise required by Customer hereunder.
    2. By Licensor. Licensor shall be entitled to assign (including pledge as security) any or all of their rights and/or obligations under this Agreement to any party without the consent of Customer.
  15. Force Majeure. If either party hereto shall be prevented, in whole or in part, from performing its obligations hereunder due to an act of God, war (or threat thereof), national emergency, pandemic, epidemic, quarantine, weather, civil disturbance, labor dispute (including involving NBA players or referees), governmental or court action or order, or other similar cause or delay beyond such party’s reasonable control, then neither party shall have the right to terminate this Agreement nor shall the failure of such party to perform its obligations hereunder constitute a breach hereof.
  16. Miscellaneous Provisions.
    1. Governing Law. This Agreement has been negotiated, executed, and delivered in the State of Wisconsin, is to be performed in Milwaukee and will be construed, interpreted, and enforced according to the laws of the State of Wisconsin (without giving effect to principles of conflicts of law).
    2. Arbitration. In the event of any dispute hereunder, the parties agree to submit the dispute for arbitration in the City of Milwaukee, Wisconsin in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The determination of the arbitrator shall be final and conclusive upon the parties hereto. In the event any legal action is taken under this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs of arbitration and all other costs reasonably related to enforcement of its rights under this Agreement.
    3. Severability. If any provision herein shall for any reason be held to be invalid or unenforceable, such invalidity or unenforceability shall not affect any other provision hereof and this Agreement shall be construed as if such invalid or unenforceable provision were omitted.
    4. Entire Agreement; Modification; Waiver. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes any and all prior negotiations, understandings or agreements in regard thereto. No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing by the parties. No waiver of any of the provisions of this Agreement shall be deemed or shall constitute a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by the party making the waiver. This Agreement may be executed and delivered in counterparts by facsimile or email, each of which so executed and delivered counterpart is an original, and such counterparts, together, shall constitute but one and the same instrument.
    5. Beneficiary. In furtherance of TeamCo entering into this Agreement solely in its capacity as agent for ArenaCo, ArenaCo shall be a beneficiary of this Agreement with respect to, and shall be entitled to directly enforce, the rights of TeamCo and ArenaCo and obligations of Customer hereunder, as if ArenaCo had directly executed this Agreement on its own behalf.
    6. Security Checks. For the Event(s), Customer and Customer Parties entering the Arena shall be subject to security checks (including, without limitation, photo identification checks, pat-downs, temperature checks and bag searches) to be conducted by ArenaCo and/or TeamCo’s security personnel at its sole discretion. Customer and Customer Parties acknowledge and agree that ArenaCo and/or TeamCo shall have the right to refuse entry to any person for the purposes of the safety and welfare of the employees and patrons at the Arena, as determined by ArenaCo and/or TeamCo in its sole discretion.
    7. Miscellaneous. Licensor may send Customer important information and notices from time to time regarding the Event(s). Alternatively, such information may be posted on www.nba.com/bucks from time to time. It is the responsibility of customer to read and comply with all information, as well as to read and comply with the Milwaukee Bucks Ticket Purchase Terms and Conditions, which govern the use of the Tickets, currently in effect at the time of Customer’s use of each ticket, which can be found at https://www.nba.com/bucks/tickets/purchase-terms-and-conditions (“Ticket Purchase Terms and Conditions”). Customer shall also abide by all policies, rules, regulations, restrictions, and any amendments, updates or modifications thereto applicable to the Tickets as set forth by the Arena, the NBA, Licensor and other applicable authorities. Licensor is not responsible for problems, misinformed Customer Parties or losses or inconveniences experienced because Customer or Customer Parties did not read information sent or otherwise made available by Licensor or because the information was mailed to a former or incorrect email or physical address of Customer.